{"schema_version":"secwatch.filing_event.v1","accession":"0001554859-23-000056","form_type":"8-K","ticker":null,"cik":"0001554859","company_name":"Semler Scientific, Inc.","filed_at":"2023-10-23T23:59:59+00:00","discovered_at":"2026-05-14T18:03:29.496208+00:00","generated_at":"2026-06-09T16:39:20.831482+00:00","sec_items":["5.02","5.03","5.07","9.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.15,"calibrated_materiality_score":0.15,"confidence":"high","headline":"Semler Scientific holds annual meeting; director resigned, charter amendment approved","bullets":["Director Arthur Leibowitz stepped down at Oct 19 annual meeting; resignation not due to any disagreement.","Stockholders approved charter amendment limiting officer liability under new Delaware law.","Eric Semler elected Class II director for term ending 2026 with 2,991,786 votes for.","Say-on-pay passed with 4,425,030 votes for; BDO USA ratified as auditor for FY 2023."],"urls":{"canonical":"https://secwatch.observer/filing/0001554859-23-000056","json":"https://secwatch.observer/filing/0001554859-23-000056.json","markdown":"https://secwatch.observer/filing/0001554859-23-000056.md","text":"https://secwatch.observer/filing/0001554859-23-000056.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1554859/000155485923000056/0001554859-23-000056-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1554859/000155485923000056/smlr-20231019x8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-09T16:39:20.831482+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"02782372dd","claim":"Arthur Leibowitz departed as Director at Semler Scientific, Inc..","evidence_excerpt":"Dr. Leibowitz stepped down as a Class II director effective upon the Annual Meeting.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1554859/000155485923000056/0001554859-23-000056-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"stepped down"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"76c9ba99bbf688a28ba8e139fde5822dd78126db","claim":"Semler Scientific, Inc.: Amended certificate of incorporation to limit liability of certain officers as permitted by Delaware law (effective 2023-10-19).","evidence_excerpt":"The certificate of amendment of Semler Sci’s amended and restated certificate of incorporation, or the Certificate of Amendment, was filed with the Secretary of State of the State of Delaware on October 19, 2023 and became effective upon filing.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1554859/000155485923000056/0001554859-23-000056-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-10-19"}],"fact_type":"governance_change"},{"claim_id":"8118e1fbefa3136bf8de49751d2dfb56141dd310","claim":"Semler Scientific, Inc. shareholders approved Election of Eric Semler as Class II Director.","evidence_excerpt":"Proposal 1. Stockholders elected the following nominee to serve as the Class II Director on Semler Sci’s board of directors until Semler Sci’s 2026 Annual Meeting of Stockholders or until his respective successor has been duly elected and qualified. The voting results for the nominee were as follows: Director Name Votes For Votes Withheld Broker Non-Votes Eric Semler 2,991,786 1,510,494 1,017,650","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1554859/000155485923000056/0001554859-23-000056-index.htm","confidence":0.99,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}